SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
EMCOR Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29084Q100
(CUSIP Number)
Jeffrey L. Gendell
200 Park Avenue, Suite 3900, New York, New York 10166 (212) 692-3695
(Name, address and telephone number of person
authorized to receive notices and communications)
December 5, 1997
(Date of event which requires filing of this statement).
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
[page 1 of 13]
13D
CUSIP No. 29084Q100
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
188,050
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
188,050
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
188,050
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 2 of 13]
13D
CUSIP No. 29084Q100
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Management, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
188,050
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
188,050
____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
188,050
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
00
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 3 of 13]
13D
CUSIP No. 29084Q100
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Overseas Associates, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
575,550
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
575,550
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
575,550
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 4 of 13]
13D
CUSIP No. 29084Q100
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jeffrey L. Gendell
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
4,000
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
763,600
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
4,000
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
763,600
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
767,600
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 5 of 13]
Item 1. Security and Issuer.
This statement relates to the common stock, $0.01 par value (the "Common
Stock") of EMCOR Group, Inc. (the "Company"). The Company's principal
executive offices are located at 101 Merritt Seven Corporate Park, Norwalk,
Connecticut 06851.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Tontine Partners, L.P., a Delaware limited partnership
("TP") with respect to shares of Common Stock
directly owned by it;
(ii) Tontine Management, L.L.C., a limited liability company
organized under the laws of the State of Delaware ("TM"),
with respect to the shares of Common Stock directly owned by
TP;
(iii) Tontine Overseas Associates, Ltd., a limited liability
company organized under the laws of the State of Delaware
("TOA"), which serves as investment manager to Tontine
Overseas Fund, Ltd. ("TOF"), a company organized under the
laws of the Cayman Islands, with respect to the shares of
Common Stock directly owned by TOF; and
(iv) Jeffrey L. Gendell ("Mr. Gendell"), with respect to the
shares of Common Stock directly owned by each of TP, TOF,
and Mr. Gendell.
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons." Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
(b) The address of the principal business and principal office of TP,
TM, and TOA is 200 Park Avenue, Suite 3900, New York, New York 10166. The
business address of Mr. Gendell is 200 Park Avenue, Suite 3900, New York, New
York 10166.
(c) The principal business of TP is serving as a private investment
limited partnership investing in various industries. The principal business of
TM is serving as general partner to TP and to Tontine Financial Partners, L.P.,
an affiliated private investment limited partnership. The principal business
of TOA is that of an investment adviser engaging in the purchase and sale of
securities on behalf of clients. Mr. Gendell serves as the Managing Member of
TM. Mr. Gendell also serves as the Managing Member of TOA.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
[page 6 of 13]
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) TP is a limited partnership organized under the laws of the State
of Delaware. TM and TOA are limited liability companies organized under the
laws of the State of Delaware. Mr. Gendell is a United States citizen.
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock directly owned by TP, TOF, and Mr. Gendell is approximately
$3,181,272, $10,645,356 and $56,080, respectively. Neither TM nor TOA owns
directly any shares of Common Stock.
The shares of Common Stock purchased by TP and TOF were purchased with
working capital and on margin. The shares of Common Stock purchased by Mr.
Gendell were purchased with personal funds and on margin.
TP's and TOF's margin transactions are with Furman Selz LLC, on such
firm's usual terms and conditions. Mr. Gendell's margin transactions are with
Prudential Securities Inc. or Furman Selz LLC, on such firms' usual terms and
conditions. All or part of the shares of Common Stock directly owned by TP,
TOF or Mr. Gendell may from time to time be pledged with one or more banking
institutions or brokerage firms as collateral for loans made by such bank(s) or
brokerage firm(s) to TP, TOF or Mr. Gendell . Such loans bear interest at a
rate based upon the broker's call rate from time to time in effect. Such
indebtedness may be refinanced with other banks or broker-dealers.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the shares of Common Stock by the
Reporting Persons is for investment, and the purchases of the shares of Common
Stock by the Reporting Persons were made in the ordinary course of business and
were not made for the purpose of acquiring control of the Company. Although
the acquisition of the shares of Common Stock by the Reporting Persons is for
investment purposes, each Reporting Person will pursue discussions with
management to maximize long-term value for shareholders. Each of the Reporting
Persons may make further purchases of shares of Common Stock from time to time
and may dispose of any or all of the shares of Common Stock held by him or it
at any time. None of the Reporting Persons has any plans or proposals which
relate to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item 4 of the Schedule 13D. Each of the Reporting
Persons may, at any time and from time to time, review or reconsider his or its
position and formulate plans or proposals with respect thereto, but has no
present intention of doing so.
[page 7 of 13]
Item 5. Interest in Securities of the Issuer.
A. Tontine Partners, L.P.
(a) Aggregate number of shares beneficially owned: 188,050
Percentage: 2.0% The percentages used herein and in
the rest of Item 5 are calculated based upon the 9,576,567 shares of Common
Stock issued and outstanding as of October 28, 1997, as reflected in the
Company's Form 10-Q, for the period ending September 30, 1997.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 188,050
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 188,050
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock within
the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) TM, the general partner of TP, has the power to direct the
affairs of TP, including decisions respecting the disposition of the proceeds
from the sale of the shares. Mr. Gendell is the Managing Member of TM and in
that capacity directs its operations.
(e) Not Applicable.
B. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 188,050
Percentage: 2.0%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 188,050
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 188,050
(c) TM did not enter into any transactions in the Common Stock
of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock within the last sixty days on behalf of TP,
which were all in the open market, are set forth in Schedule A, and are
incorporated by reference.
(d) Not applicable.
(e) Not applicable.
C. Tontine Overseas Associates, L.L.C.
(a) Aggregate number of shares beneficially owned: 575,550
Percentage: 6.0%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 575,550
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 575,550
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock on
behalf of clients (including TOF) within the last sixty days, which were all in
the open market, are set forth in Schedule B and are incorporated by reference.
(d) Each of the clients of TOA has the power to direct the
receipt of dividends from or the proceeds of sale of such shares.
(e) Not Applicable.
[page 8 of 13
D. Jeffrey L. Gendell.
(a) Aggregate number of shares beneficially owned: 767,600
Percentage: 8.0%
(b) 1. Sole power to vote or direct vote: 4,000
2. Shared power to vote or direct vote: 763,600
3. Sole power to dispose or direct the disposition: 4,000
4. Shared power to dispose or direct the disposition: 763,600
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock within the last sixty days on behalf of TP,
which were all in the open market, are set forth in Schedule A, and are
incorporated by reference. The trading dates, number of shares of Common Stock
purchased or sold and the price per share for all transactions in the Common
Stock within the last sixty days on behalf of TOF, which were all in the open
market, are set forth in Schedule B, and are incorporated by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached as Exhibit 1 hereto,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons
and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any other securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under
the Securities Exchange Act of 1934, as amended.
[page 9 of 13
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: December 12, 1997
/s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Partners, L.P.,
and as managing member of
Tontine Overseas Associates, L.L.C.
[page 10 of 13]
Schedule A
TONTINE PARTNERS, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
11/04/97 1,000 20.03
11/07/97 1,000 19.25
11/24/97 2,500 19.53
11/25/97 2,375 19.47
12/01/97 1,700 19.53
12/05/97 51,775 20.44
12/10/97 1,250 22.00
12/11/97 6,250 21.75
[page 11 of 13]
Schedule B
TONTINE OVERSEAS ASSOCIATES, L.L.C. - MANAGED ACCOUNTS
Price Per Share
Date of Number of Shares (including commissions,
Transaction Client Purchased/(Sold) if any)
11/04/97 TOF 3,000 20.03
11/06/97 TOF 12,500 20.20
11/17/97 TOF 5,800 19.66
11/19/97 TOF 1,500 19.53
11/25/97 TOF 7,125 19.47
12/01/97 TOF 4,000 19.53
12/03/97 TOF 2,000 20.16
12/04/97 TOF 1,200 20.66
12/05/97 TOF 248,225 20.44
12/08/97 TOF 2,900 21.45
12/09/97 TOF 1,500 22.16
12/10/97 TOF 3,750 22.00
12/10/97 TOF 7,000 22.03
12/11/97 TOF 18,750 21.75
[page 12 of 13]
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(f)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D, is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D, shall be filed on behalf of each
of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Dated: December 12, 1997
/s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Partners, L.P.,
and as managing member of
Tontine Overseas Associates, L.L.C.
[page 13 of 13]
